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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 19, 2009
COVANTA HOLDING CORPORATION
(Exact name of Registrant as Specified in Its Charter)
         
Delaware   1-6732   95-6021257
         
(State or Other Jurisdiction of
Incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)
     
40 Lane Road    
Fairfield, New Jersey   07004
     
(Address of principal executive offices)   (Zip Code)
(973) 882-9000
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12(b))
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 8.01. Other Events.
     On May 19, 2009, Covanta Holding Corporation (the “Company”) issued a press release announcing the pricing of its $400 million aggregate principal amount of 3.25% cash convertible senior notes due 2014 in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The Company also granted the initial purchasers an option to purchase up to an additional $60 million aggregate principal amount of notes within 30 days from the first issue date of the notes solely to cover over-allotments. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(a)   Financial Statements of Business Acquired – Not Applicable
 
(b)   Pro Forma Financial Information – Not Applicable
 
(c)   Shell Company Transactions – Not Applicable
 
(d)   Exhibits
     
Exhibit No.   Exhibit
 
   
99.1
  Press Release, dated May 19, 2009.

 


 

SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: May 19, 2009
COVANTA HOLDING CORPORATION
(Registrant)
         
By:
  /s/ Timothy J. Simpson    
Name:
 
 
Timothy J. Simpson
   
Title:
  Executive Vice President, General Counsel and Secretary    

 


 

COVANTA HOLDING CORPORATION
EXHIBIT INDEX
     
Exhibit No.   Exhibit
 
   
99.1
  Press Release, dated May 19, 2009.